8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   Form 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934


                                March 24, 2000
               Date of Report (Date of earliest event reported)


                                 XIRCOM, INC.
            (Exact name of registrant as specified in its charter)


    California                     0-19856                     95-4221884
- ----------------              ----------------             -------------------
(State or other               (Commission File              (I.R.S. Employer
 jurisdiction of                   Number)                 Identification No.)
 incorporation)


                          2300 Corporate Center Drive
                         Thousand Oaks, CA 91320-1420
                   (Address of principal executive offices)

                                (805) 376-9300
             (Registrant's telephone number, including area code)


                                Not Applicable

             (Former name or address, if change since last report)


Item 5.  Other Events.

    The purpose of this Form 8-K is to file a press release issued by Xircom,
Inc. on March 24, 2000 announcing the Company's revised second quarter revenue
and earnings estimates for the three month period ending March 31, 2000. A copy
of the press release is filed herewith as Exhibit 99.1 and is hereby
incorporated by reference to this Item 5.

Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits.

99.1     - Press Release dated March 24, 2000 entitled "Xircom Projects Second-
         Quarter 2000 Results"


                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             XIRCOM, INC.


Dated:  March 24, 2000                       By: /s/ RANDALL H. HOLLIDAY
                                             -----------------------------
                                             Randall H. Holliday
                                             Secretary and General Counsel


                               INDEX TO EXHIBITS



EXHIBIT
NUMBER        DESCRIPTION
- -------       -----------
 99.1     Press Release dated March 24, 2000 entitled "Xircom Projects Second-
          Quarter 2000 Results"

EX-99.1

                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE

Xircom Projects Second-Quarter 2000 Results

THOUSAND OAKS, Calif., March 24, 2000 -- Xircom, Inc. (Nasdaq: XIRC) today
announced revised second quarter revenue and earnings estimates for the period
ending March 31, 2000. Revenue for the quarter, now projected to be
approximately $108-$110 million, will be below current expectations of Wall
Street analysts. The Company further expects that net income, excluding
amortization of goodwill and other acquisition-related intangibles, will be
approximately $.30 to $.35 per share. An analyst call will be held at 11:00AM
EST today, with a live Webcast available on our website at
www.xircom.com/analystcall. Final results for the quarter will be announced on
April 17, 2000.

     "The first half of the quarter got off to a slow start in our access card
business due to an extended Y2K freeze on notebook rollouts at several of our
large enterprise customers," said Dirk Gates, Xircom chairman, president and
chief executive officer. "Sell-through of access cards from our distribution and
OEM partners has improved considerably in the last several weeks and has
returned to the levels we expected entering the quarter. We are encouraged by
the continued strong demand for our new product lines, including our
PortStation(TM) and PortGear(TM) USB Port Expansion solutions, and the Rex
wearable information accessory, where we expect 40% sequential unit growth this
quarter."

About Xircom, Inc.

     For over a decade mobile professionals around the world have relied on
Xircom for access to their information anytime, anywhere. Xircom designs and
develops innovative solutions that


connect mobile users worldwide to corporate networks, the Internet, Intranets
and other online resources. Xircom sells and supports its products in over 100
countries through distributors, resellers, electronic channels and global OEM
partnerships. Headquartered in Thousand Oaks, Calif., with regional headquarters
in Belgium, Japan and Singapore, Xircom has 1,600 employees worldwide and
trailing four-quarter revenue of $450 million. Please visit
http://www.xircom.com for more information.
       --------------

                                     # # #

For more information contact:

Kristi Cushing                                Craig Rexroad
Xircom Investor Relations                     P/E
(805) 376-9300                                (310) 275-8784
kcushing@xircom.com                           crexroad@pecomm.com
http://www.xircom.com


Xircom and Rex are registered trademarks of Xircom, Inc. Other company or
product names have been used for identification purposes only and may be
trademarks of their respective companies.

Notice to Readers.  This news release contains certain forward-looking
statements based on current expectations that involve a number of risks and
uncertainties which could cause actual results to differ materially. These risks
and uncertainties include, but are not limited to, the level of end-user demand
and customer orders for the Company's products through the remainder of the
quarter, final determination of revenue, actual costs and expenses incurred
during the quarter, and decisions regarding reserves and allowances made in the
normal course of the accounting close for the quarter, which at this time is not
complete. Other additional risks are described in the company's SEC reports on
Form 10-Q for the quarters ended March 31, 2000 (to be filed subsequent to the
close of the current quarter) and December 31, 1999, the company's report on
Form 10-K for the fiscal year ended September 30, 1999, the company's report on
Form 8-K filed on November 10, 1999, and the company's most recent registration
statement on Form S-3 filed on December 22, 1999. Investor information may be
found on Xircom's web site at www.xircom.com or on the SEC's EDGAR electronic
filing database.